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3 weeks ago | 
jdsupra.com | Albert Carroll |Sarah Ennis |Lewis H. Lazarus
The board of a Delaware corporation recommended that the corporation reincorporate as a Nevada corporation subject to a majority vote under Section 266 of the Delaware General Corporation Law. A stockholder filed an action alleging that the conversion was subject to a supermajority 66 2/3% vote pursuant to a provision – Article X – of the corporation’s certificate of incorporation that required such a vote “to amend or repeal, or adopt any provision” of the certificate.
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3 weeks ago | 
jdsupra.com | Sarah Ennis |Lewis H. Lazarus
The Court of Chancery in this stockholder class action refused to award attorneys’ fees where the Court found the plaintiff proved at trial that the controller breached his fiduciary duties in a self-dealing merger transaction, but the Court but also found the plaintiff failed to prove damages.
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1 month ago | 
jdsupra.com | Albert Carroll |Sarah Ennis |Lewis H. Lazarus
In affirming the Court of Chancery’s determination in a Section 225 action that Timothy Pohl (“Pohl”) was the sole director and officer of a Delaware corporation, the Delaware Supreme Court rejected Appellants’ argument that the forum selection clause of a pertinent credit agreement (“Agreement”) bound Pohl, a non-signatory.
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2 months ago | 
jdsupra.com | Sarah Ennis |Lewis H. Lazarus
In deciding limited cross motions for summary judgment, the Court of Chancery held that the absolute litigation privilege did not preclude the repurchase of a member’s interest where the right to repurchase was allegedly triggered by a violation of a non-disparagement clause in the parties’ LLC agreement.
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Feb 6, 2025 | 
jdsupra.com | Sarah Ennis |Lewis H. Lazarus
In this post-trial decision, the Court found specific performance was the appropriate remedy for a breach of a stockholder’s preemptive rights provision where the parties’ Securities Purchase Agreement specified that remedy. The Court cited Delaware’s “strong contractarian policies” in holding that specific performance would place the parties closest to where they would have been had the defendant performed in accordance with the contract.
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Dec 10, 2024 | 
jdsupra.com | Sarah Ennis |Lewis H. Lazarus
McMillan v. Nelson, C.A. 2024-0016-KSJM (Del. Ch. July 5, 2024)In a dispute over the management of Prince Legacy, LLC, an entity formed to manage assets from the estate of the late musician Prince, the Court of Chancery enforced the plain language of an LLC agreement to deny Non-Managing Members’ attempt to remove the Managing Members. The Court held that the plain language of the agreement gave the Non-Managing Members veto rights over certain actions, but not the power to initiate them.
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Oct 31, 2024 | 
jdsupra.com | Sarah Ennis |Lewis H. Lazarus
Leon v. Orlando, C.A. No. 2024-0311-LWW (Del. Ch. June 5, 2024)In an action to determine the rightful manager of a Delaware limited liability company (“the Company”), the Court of Chancery required plaintiff to post a bond to maintain a status quo order that restricts the Company’s transfer of certain shares of stock pending a final determination of who rightfully controls the Company.
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Oct 31, 2024 | 
jdsupra.com | Sarah Ennis |Lewis H. Lazarus
Trifecta Multimedia Holdings Inc. v. WCG Clinical Services, C.A. No. 2023-0699-JTL (Del. Ch. June 10, 2024)Sophisticated parties frequently include “anti-reliance” clauses in their transaction agreements, whereby one or both parties expressly disclaim reliance on representations made outside of the agreement.
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Aug 16, 2024 | 
jdsupra.com | Sarah Ennis |Lewis H. Lazarus
Kormos v. Playtika Hldg. UK II Ltd., C.A. 2023-0396-SG (Del. Ch. May 3, 2024)In this decision involving breach of fiduciary duty claims against two officers, the Court granted the individual defendants’ motions to dismiss for failure to state a claim. In a prior decision, the Court found the transaction, which involved a corporation’s self-tender offer providing non-pro rata benefits to a controlling stockholder, was subject to the entire fairness standard of review.
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May 12, 2024 | 
mondaq.com | Sarah Ennis |Albert Carroll
In re Oracle Corp. Deriv. Litig.,
C.A. No. 2017-0337-SG (Del. Ch. Dec. 28, 2023)
By rule, the prevailing party in Court of Chancery litigation is
entitled to shift costs to the losing party, subject to the
Court's discretion. Here, in an unordinary derivative action,
the Court declined to shift the costs of the prevailing individual
defendants to the derivative plaintiffs.
